Budpliktsreglerna på den svenska aktiemarknaden

Mandatory bid rules were introduced in NBK´s recommendation in 1999,
and then statutory in LUA in 2005, after an implementation of the takeoverdirective.
The phenomenon with mandatory bid rules is therefore relatively
new on the Swedish stock market why its application and impact is
interesting to evaluate.
Mandatory bid rules derives from the Takeover Code, from the UK, that
emerged when the stock market during the 1960-1970´s, suffered from an
increased number of takeovers. This created a demand to protect minority
shareholders. The mandatory bid rules were designed to protect shareholders
from two-tier bids and to assure that the minority shareholders had the
opportunity to utter their shares at a change of control. There are,... (More)

Mandatory bid rules were introduced in NBK´s recommendation in 1999,
and then statutory in LUA in 2005, after an implementation of the takeoverdirective.
The phenomenon with mandatory bid rules is therefore relatively
new on the Swedish stock market why its application and impact is
interesting to evaluate.
Mandatory bid rules derives from the Takeover Code, from the UK, that
emerged when the stock market during the 1960-1970´s, suffered from an
increased number of takeovers. This created a demand to protect minority
shareholders. The mandatory bid rules were designed to protect shareholders
from two-tier bids and to assure that the minority shareholders had the
opportunity to utter their shares at a change of control. There are, however,
theories that claims that the bid rules does not really cater to minority
protection as they create a stock market that makes it less attractive for
takeovers and thus reduces the minority shareholders the opportunity to
receive a premium bid. This also implies that the rules create a market
where the established players will benefit from the rules because they are
the only ones who have the financial means to carry through a takeover. It
also creates a more concentrated ownership structure.
The revision in LUA was, however, not a startling change for the players on
the market since it was composed with similar provisions, as the exchange's
regulatory. In Sweden the mandatory bid limit is 30 percent of the votes and
is composed with a rule that makes the bid equal to all shareholders. The
Swedish related criteria is more circumstantial than that in the takeoverdirective
which means that is becomes more difficult for the market
participants through collaboration with related parties to circumvent the
mandatory bid rules. It is however possible, through LUA, to deviate from
the rules. The rules also provide and opportunity to apply for dispensation
from the mandatory bid rules, a practice some consider to be applied far to
liberally. The dispensation process, however, creates a flexible application
of the rules as a dispensation is granted through an evaluation between the
objectives of the mandatory bid rules and the market efficiency. It has also
been evaluated if the market behaviour on the Swedish stock market is such
that the transferees at takeovers aim to reach 90 percent of the shares. This
market behaviour should rather be an effect of the rules binding nature.
The conclusion is therefore that it is not entirely obvious that the effect of
the rules creates the best protection for minority shareholders. This is
because the rules create a market with fewer takeovers and a market where
only the established players have the financial ability to operate on the
market. This must, however, be balanced against the rules historical nature
designed to create a secure marketplace where minority interests are met
through a healthy takeover-regulation. (Less)

@misc{3046186,
abstract = {Mandatory bid rules were introduced in NBK´s recommendation in 1999,
and then statutory in LUA in 2005, after an implementation of the takeoverdirective.
The phenomenon with mandatory bid rules is therefore relatively
new on the Swedish stock market why its application and impact is
interesting to evaluate.
Mandatory bid rules derives from the Takeover Code, from the UK, that
emerged when the stock market during the 1960-1970´s, suffered from an
increased number of takeovers. This created a demand to protect minority
shareholders. The mandatory bid rules were designed to protect shareholders
from two-tier bids and to assure that the minority shareholders had the
opportunity to utter their shares at a change of control. There are, however,
theories that claims that the bid rules does not really cater to minority
protection as they create a stock market that makes it less attractive for
takeovers and thus reduces the minority shareholders the opportunity to
receive a premium bid. This also implies that the rules create a market
where the established players will benefit from the rules because they are
the only ones who have the financial means to carry through a takeover. It
also creates a more concentrated ownership structure.
The revision in LUA was, however, not a startling change for the players on
the market since it was composed with similar provisions, as the exchange's
regulatory. In Sweden the mandatory bid limit is 30 percent of the votes and
is composed with a rule that makes the bid equal to all shareholders. The
Swedish related criteria is more circumstantial than that in the takeoverdirective
which means that is becomes more difficult for the market
participants through collaboration with related parties to circumvent the
mandatory bid rules. It is however possible, through LUA, to deviate from
the rules. The rules also provide and opportunity to apply for dispensation
from the mandatory bid rules, a practice some consider to be applied far to
liberally. The dispensation process, however, creates a flexible application
of the rules as a dispensation is granted through an evaluation between the
objectives of the mandatory bid rules and the market efficiency. It has also
been evaluated if the market behaviour on the Swedish stock market is such
that the transferees at takeovers aim to reach 90 percent of the shares. This
market behaviour should rather be an effect of the rules binding nature.
The conclusion is therefore that it is not entirely obvious that the effect of
the rules creates the best protection for minority shareholders. This is
because the rules create a market with fewer takeovers and a market where
only the established players have the financial ability to operate on the
market. This must, however, be balanced against the rules historical nature
designed to create a secure marketplace where minority interests are met
through a healthy takeover-regulation.},
author = {Slettengren, Ian},
keyword = {Associationsrätt},
language = {swe},
note = {Student Paper},
title = {Budpliktsreglerna på den svenska aktiemarknaden},
year = {2012},
}